Natera (NTRA) president sells 1,438 shares to cover RSU tax withholding

Rhea-AI Filing Summary

Natera, Inc. reported that its President and Chief Business Officer, John Fesko, sold 1,438 shares of common stock in an open-market transaction at an average price of $202.8398 per share. The sale was made to cover tax withholding obligations related to the vesting of restricted stock units and followed written instructions intended to satisfy Rule 10b5-1(c) conditions. After this transaction, Fesko directly holds 185,782 shares of Natera common stock.

Insider Trade Summary 10b5-1

Net Seller: 1,438 shares ($291,684)

Net Sell 1 txn

Insider Fesko John

Role PRESIDENT, CHIEF BUS. OFFICER

Sold 1,438 shs ($292K)

Type	Security	Shares	Price	Value
Sale	Common Stock	1,438	$202.8398	$292K

Holdings After Transaction: Common Stock — 185,782 shares (Direct, null)

Footnotes (1)

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Key Figures

Shares sold: 1,438 shares Sale price: $202.8398 per share Shares held after sale: 185,782 shares

3 metrics

Shares sold 1,438 shares Open-market sale on May 26, 2026

Sale price $202.8398 per share Average sale price for common stock

Shares held after sale 185,782 shares Direct ownership following the transaction

Key Terms

Rule 10b5-1(c), RSUs, tax withholding and remittance obligations, Stock Unit Agreement

4 terms

Rule 10b5-1(c) regulatory

"intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Exchange Act"

Rule 10b5-1(c) is an SEC guideline that lets company insiders set up a written, pre-planned schedule to buy or sell their company stock when they are not in possession of material, nonpublic information. For investors, it matters because such plans can reduce the appearance of insider trading by separating decisions from inside knowledge—like putting your trades on autopilot—while also requiring scrutiny since pre-planned trades can still affect market confidence and share value.

RSUs financial

"in connection with the vesting of RSUs and made pursuant to a written instruction"

RSUs, or restricted stock units, are a form of company shares given to employees as part of their compensation. They are typically awarded with certain restrictions, such as a waiting period before they can be fully owned or sold, similar to earning a gift that becomes fully yours over time. For investors, RSUs can impact a company's stock offerings and reflect how much the company relies on stock-based incentives to attract and retain talent.

tax withholding and remittance obligations financial

"effected in order to satisfy tax withholding and remittance obligations in connection with the vesting of RSUs"

Stock Unit Agreement financial

"contained in the Reporting Person's Stock Unit Agreement granted on June 10, 2022"

Form 4 Insider Transactions: What Each Field Means →

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

X

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Fesko John

(Last) (First) (Middle)

C/O NATERA, INC.

13011 MCCALLEN PASS BUILDING A SUITE 100

(Street)

AUSTIN TEXAS 78753

(City) (State) (Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
Natera, Inc. [ NTRA ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	PRESIDENT, CHIEF BUS. OFFICER

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/26/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	05/26/2026		S		1,438(1)	D	$202.8398	185,782	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. The sale of shares was effected in order to satisfy tax withholding and remittance obligations in connection with the vesting of RSUs and made pursuant to a written instruction that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Exchange Act contained in the Reporting Person's Stock Unit Agreement granted on June 10, 2022

	/s/ Tami Chen, Attorney-in-Fact	05/28/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)

FAQ

What did Natera (NTRA) executive John Fesko report in this Form 4?

John Fesko reported selling 1,438 shares of Natera common stock. The transaction was an open-market sale linked to tax withholding obligations arising from the vesting of restricted stock units under a prior stock unit agreement.

At what price did John Fesko sell Natera (NTRA) shares?

He sold 1,438 Natera shares at an average price of $202.8398 per share. This price reflects the execution level for the open-market transaction used to satisfy tax withholding obligations on vested restricted stock units.

How many Natera (NTRA) shares does John Fesko hold after the reported sale?

Following the sale, John Fesko directly holds 185,782 shares of Natera common stock. This post-transaction balance shows his remaining equity position after selling a relatively small portion of his holdings to cover tax liabilities.

Why did John Fesko’s Natera (NTRA) share sale occur according to the Form 4 footnote?

The footnote explains the sale was executed to satisfy tax withholding and remittance obligations tied to vesting RSUs. It also states the trade was made under written instructions intended to meet Rule 10b5-1(c) affirmative defense requirements under the Exchange Act.

Was John Fesko’s Natera (NTRA) share sale under a Rule 10b5-1 trading arrangement?

Yes, the sale was made pursuant to written instructions in his Stock Unit Agreement. The footnote notes these instructions are intended to satisfy the affirmative defense conditions of Rule 10b5-1(c), indicating a pre-arranged trading framework.